exh10_1.htm


    Exhibit
10.1


     

    BioSpecifics
Technologies Corp.

     

    EXECUTIVE
EMPLOYMENT AGREEMENT

     

     

    This
Executive Employment Agreement (the “Agreement”) is entered into as
of August  5, 2008 (the “Effective Date”) by and
between BioSpecifics Technologies Corp. (the “Company”), and Thomas L.
Wegman (“Executive”).  This
Agreement incorporates and supersedes the Change of Control Agreement entered
into on June 18, 2007 between the Company and Executive.  The Change
of Control Agreement is no longer effective.

     

    1.           Duties and Scope of
Employment.

     

    (a)           Positions and
Duties.  As of the Effective Date, Executive will continue to
serve as President and Principal Executive Officer of the
Company.  Executive will render such business and professional
services in the performance of his duties, consistent with Executive’s position
within and historical duties for the Company, as set forth in the Company’s
by-laws and as may reasonably be assigned to him by the Company’s Board of
Directors (the “Board”).  The period
of Executive’s employment under this Agreement is referred to herein as
the “Employment
Term.”

     

    (b)           Obligations.  During
the Employment Term, Executive will perform his duties faithfully and reasonably
to the best of his ability and will devote his full business efforts and time to
the Company.  For the duration of the Employment Term, Executive
agrees not to actively engage in any other employment, occupation or consulting
activity for any direct or indirect remuneration without the prior approval of
the Board, which approval will not be unreasonably withheld; provided, however, that nothing
herein shall restrict the Executive’s right or ability to serve as a director
for or otherwise participate in a charitable, non-profit or community
organization so long as such service or participation does not unreasonably
interfere with the Executive’s performance of his duties hereunder.

     

    2.           Term. Unless earlier
terminated in accordance with the terms and conditions hereinafter provided, and
subject to certain provisions hereof which survive the term of the employment of
the Executive by the Company, the term of this Agreement shall be comprised of a
two (2) year period of employment commencing on the date hereof (the “Employment
Term”), and shall be extended thereafter for additional one-year periods unless
or until the Company or the Executive provides no less than 90 days prior notice
to the other party of the termination of the Agreement at the end of the then
current term of employment.

     

    3.           Compensation.

     

    (a)           Base
Salary.  During the Employment Term, the Company will pay
Executive an annual salary of $250,000 as compensation for his services
(the “Base
Salary”).  The Base Salary will be paid periodically in
accordance with the Company’s normal payroll practices and be subject to the
usual, required tax withholding and other lawfully permitted
deductions.  Executive’s salary will be subject to review and may be
increased based upon the Company’s standard practices.

     

    
      
        
        

      

      
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    (b)           Equity.  Executive
will be eligible to receive awards of stock options, restricted stock or other
equity awards pursuant to any plans or arrangements the Company may have in
effect from time to time.  The Board or the Compensation Committee of
the Board (the “Committee”) will determine in
its discretion whether Executive will be granted any such equity awards and the
terms of any such award in accordance with the terms of any applicable plan or
arrangement that may be in effect from time to time.

     

    4.           Employee
Benefits.

     

    (a)           During
the Employment Term, Executive will be entitled to participate in the employee
benefit plans currently and hereafter maintained by the Company of general
applicability to other senior executives of the Company.  The Company
reserves the right to cancel or change the benefit plans and programs it offers
to its employees at any time.

    


     

    (b)           During
the term of this Agreement, the Company shall pay to or on behalf of the
Executive an automobile allowance (the “Car Allowance”) of $350 per
month, payable in advance, pro-rated for the first and last months of this
Agreement should the Agreement become effective on a day other than first
calendar day of a month.  The Company shall reimburse the Executive
for parking, tolls and other travel-related charges and expenses reasonably
incurred on the Company’s behalf upon submission of appropriate documentation of
such expenses by Executive to the Company.

     

     

    5.           Vacation.  Executive
will be entitled to paid vacation of four (4) weeks per year in accordance with
the Company’s vacation policy (including, without limitation, its policy
relating to maximum accrual); provided, however, that such
vacation shall not be less than that provided to any other senior executives of
the Company.

     

    6.           Expenses.  The
Company will reimburse Executive for reasonable travel, entertainment or other
expenses incurred by Executive in the furtherance of or in connection with the
performance of Executive’s duties hereunder, in accordance with the Company’s
expense reimbursement policy as in effect.  The Company will reimburse
Executive no later than the month following the end of the month in which any
such expense is incurred.  The amount of Executive’s expenses eligible
for reimbursement during any taxable year will not affect the expenses eligible
for reimbursement in any other taxable year.

     

    7.           Termination and
Severance.

     

    (a)           Termination without Cause or
Resignation for Good Reason.  If the Company terminates
Executive’s employment without Cause or Executive resigns from his employment
with the Company for Good Reason, then in lieu of any damages or other severance
entitlements under any Company plan or policy, Executive will be entitled to the
following:

     

    (i)                 Except
as otherwise provided in section 9(c), below, a lump sum payment equal to (I)
the average of the Executive’s annual Base Salary and bonuses paid by the
Company to the Executive over the five (5) years prior to the time of such
termination, multiplied by (II) three (3), payable not later than thirty (30)
days after the date of termination;

     

    
      
        
        

      

      
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    (ii)                 continuation
of Executive’s participation in the Company’s Benefit Plans for eighteen (18)
months following such termination at the highest level provided to Executive
during the period beginning immediately prior to the termination, and at no
greater cost to the Executive than the cost Executive was paying immediately
prior to the termination; provided, however, that if
Executive becomes employed by a new employer, Executive’s coverage under the
applicable Company Benefit Plans shall continue, but Executive’s coverage
thereunder shall be secondary to (i.e., reduced by) any benefits provided under
like plans of such new employer.

     

    (iii)                 100%
of any options to purchase shares of common stock of the Company then held by
Executive, which options are then subject to vesting or limitations on
exercisability (excluding options that would vest, if at all, upon the
attainment of performance goals or any criteria other than the passage of time
or continued performance of services by Executive), shall, notwithstanding any
contrary provision in the option agreement or stock option plan pursuant to
which such options had been granted, be accelerated and become fully vested and
exercisable on the date immediately preceding the effective termination date,
and shall survive for their stated term. All other terms of Executive’s options
shall remain in full force and effect.

     

    (iv)                 If,
on the date immediately preceding the termination date, Executive then holds
shares of common stock of the Company that are subject to restrictions on
transfer (“Restricted
Stock”), which shares were issued to Executive in a transaction other
than pursuant to the exercise of a stock option, then, notwithstanding any
contrary provision in the relevant stock purchase agreement or other instrument
pursuant to which Executive acquired such shares of Restricted Stock, such
restrictions (including without limitation for future or Company repurchase
rights) shall expire in their entirety on the date immediately preceding the
termination date and all of such shares of common stock shall become
transferable free of restriction, subject to the applicable provisions of
federal and state securities laws. All other terms of any existing stock
purchase agreement or similar document shall remain in full force and
effect.

     

    (b)           Termination for Cause, Death
or Disability; Resignation without Good Reason.  If Executive’s
employment with the Company terminates voluntarily by Executive (except upon
resignation for Good Reason), for Cause by the Company or due to Executive’s
death or disability, then no severance will be payable hereunder.

     

    (c)             Conditions to Receipt of
Severance.  The receipt of any severance pursuant to Section 7
will be subject to Executive signing and not revoking a customary release of
claims (other than for indemnification and insurance coverage) in a form
reasonably satisfactory to the Company and the Executive.  No
severance pursuant to such Section will be paid or provided until the release
becomes effective and any period to revoke has expired.  In addition,
if Executive engages in Specified Conduct during the Severance Period or has
breached any other agreement with the Company relating to nondisclosure of
confidential information, in addition to other remedies available to the
Company, the Company may seek disgorgement from Executive of a sum equal to (A)
the sum of all payments made by the Company to or on behalf of Executive as
provided in Section 7(a), multiplied by (B) a fraction, the numerator of which
is (1) the number of calendar months that comprise Executive’s Severance Period,
less (2) the number

     

    
      
        
        

      

      
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    of
calendar months elapsed from the date of Executive’s termination of employment
to the date of such breach or the first date Executive engages in Specified
Conduct, and the denominator of which is the number of calendar months that
comprise Executive’s Severance Period.

     

    (d)           No Duty to
Mitigate.  Executive will not be required to mitigate the
amount of any payment contemplated by this Agreement, nor will any earnings that
Executive may receive from any other source reduce any such
payment.

     

    8.           Definitions.

     

    (a)           Benefit
Plans.  For purposes of this Agreement, “Benefit Plans” means plans,
policies or arrangements that the Company sponsors (or participates in) and that
immediately prior to Executive’s termination of employment provide Executive or
Executive’s eligible dependents with medical, dental, vision or other benefits
(excluding, however, the Car Allowance and the Executive’s participation in any
401(k) plan or other voluntary deferred compensation plan).  A
requirement that the Company provide Executive and Executive’s eligible
dependents with coverage under the Benefit Plans will not be satisfied unless
the coverage is no less favorable than that provided to senior executives of the
Company at any applicable time during the period Executive is entitled to
receive severance pursuant to Section 7(a).  The Company may, at its
option, satisfy any requirement that the Company provide coverage under any
Benefit Plan by (i) reimbursing Executive’s premiums under Title X of the
Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) after Executive has
properly elected continuation coverage under COBRA for himself and his
dependents  or, (ii) providing coverage under a separate plan or
plans providing coverage that is no less favorable or by paying Executive a
lump-sum payment which is, on an after-tax basis, sufficient to provide
Executive and Executive’s eligible dependents with equivalent coverage under a
third party plan that is reasonably available to Executive and Executive’s
eligible dependents.

     

    (b)           Cause.  For
purposes of this Agreement, “Cause” means (i) a willful
failure in more than one instance by Executive to carry out a lawful and
reasonable directive of the Board, other than a failure resulting from
Executive’s complete or partial incapacity due to physical or mental illness or
impairment, (ii) a willful act by Executive that constitutes gross misconduct
that is materially injurious to the Company, (iii) a material breach by
Executive of this Agreement; (iv) a material breach of the Secrecy Agreement
between Executive and the Company dated as of January 11, 2007 (the “Secrecy Agreement”), (v) a
material and willful violation by Executive of a federal or state law or
regulation applicable to the business of the Company which is materially
injurious to the Company, or (vi) Executive’s conviction or plea of guilty
or no contest to a felony involving moral turpitude.  The Company will
not terminate Executive’s employment for Cause without first providing Executive
with written notice specifically identifying the acts or omissions constituting
the grounds for a Cause termination and, with respect to clauses (i) through
(v), a reasonable cure period of not less than thirty (30) calendar days
following such notice; provided, however, that nothing
in this Agreement shall restrict the Company’s ability to enforce the terms of
this Agreement or the Secrecy Agreement, or to seek injunctive relief against
Executive during any cure period.  No act or failure to act by
Executive will be considered “willful” unless committed without good faith and
without a reasonable belief that the act or omission was in the Company’s best
interest.

     

    
      
        
        

      

      
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    (c)           Good
Reason.  For purposes of this Agreement, voluntary termination
by Executive shall be considered a termination for “Good Reason,” if the
termination occurs within two (2) years or less following the initial existence
of any one of the following conditions (each a “Good Reason Condition”)
arising without the consent of Executive, in each case the good faith
determination of which by the Executive shall be conclusive absent manifest
error.

     

    (i)                 A
material diminution in Executive’s Base Salary;

     

    (ii)                 A
material diminution in Executive’s authority, duties, or
responsibilities;

     

    (iii)                 A
material diminution in the authority, duties, or responsibilities of the
supervisor to whom Executive is required to report, including a requirement that
Executive report to a corporate officer or employee instead of reporting
directly to the Board;

     

    (iv)                 A
material diminution in the budget over which Executive retains
authority;

     

    (v)                 A
material change in the geographic location at which Executive must perform
services hereunder; or

     

    (vi)                 Any
other action or inaction that constitutes a material breach by the Company of
this Agreement;

     

    provided that, within ninety
(90) days or less of the initial existence of the Good Reason Condition,
Executive has given the Company notice of the existence of the Good Reason
Condition and the Company had at least thirty (30) days to cure.

     

    (d)           Severance
Period.  For purposes of this Agreement, “Severance Period” shall mean
twelve (12) months.

     

    (e)           Specified
Conduct.  For purposes of this Agreement, “Specified Conduct” means
(i) unauthorized disclosure by Executive of confidential information relating to
the Company in violation of the Secrecy Agreement; (ii) engagement by Executive,
directly or indirectly, as an employee, partner, consultant, director,
stockholder, owner, or agent in any business that is competitive with the
businesses conducted by the Company at the time of Executive’s termination of
employment; provided, that notwithstanding any provisions
in this Section 8, this Section 8 shall not prohibit Employee from purchasing or
owning up to five percent (5%) of the outstanding capital stock of a company
which has a class of securities registered under Section 12 of the Securities
Act of 1934, as amended or trading on any securities exchange or electronic
quotation system; (iii) Executive’s hiring, directly or indirectly, any
individual who was an employee or consultant of the Company within the six (6)
month period prior to Executive’s termination of employment, or Executive’s
soliciting or inducing, directly or indirectly, any such individual to terminate
his or her employment or consultancy with the Company, in each case unless such
person’s employment or consultancy shall have been previously terminated by the
Company; or (iv) Executive’s solicitation, directly or indirectly, of any
individual who was partner, customer, or vendor of the Company within the six
(6) month

     

    
      
        
        

      

      
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    period
prior to Executive’s termination of employment, to terminate or otherwise limit
or reduce his or her relationship with the Company.

     

    9.           Section
409A.

     

    (a)           Compliance with Code Section
409A.  To the extent the payments and benefits under this
Agreement are subject to Section 409A of the Internal Revenue Code (“Code”),
this Agreement shall be interpreted, construed and administered in a manner that
satisfies the requirements of Code Sections 409A(a)(2), (3) and (4) and the
Treasury Regulations thereunder (and any applicable transition relief under Code
Section 409A).  As provided in Internal Revenue Notice 2007-86,
notwithstanding any other provision of this Agreement, with respect to an
election or amendment to change a time or form of payment under this Agreement
made on or after January 1, 2008 and on or before December 31, 2008, the
election or amendment shall apply only with respect to payments that would not
otherwise be payable in 2008, and shall not cause payments to be made in 2008
that would not otherwise be payable in 2008.

     

    (b)           Amendment of Agreement to
Comply with Code Section 409A.  If Executive and the Company
determine that any payments or benefits payable under this Agreement are subject
to Code Section 409A, Executive and the Company agree to amend this Agreement,
or take such other actions as Executive and the Company deem reasonably
necessary or appropriate, to comply with the requirements of Code Section 409A,
the Treasury Regulations thereunder (and any applicable transition relief) while
preserving the economic agreement of the parties.  If any provision of
the Agreement would cause such payments or benefits to fail to so comply, such
provision shall not be effective and shall be null and void with respect to such
payments or benefits, and such provision shall otherwise remain in full force
and effect.

     

    (c)           Delayed Distribution under
Code Section 409A.  If Executive is a Specified Employee, as
defined in Code Section 409A(a)(2)(B)(i) and Treasury Regulation Section
1.409A-1(i), on the date of his “separation from service,” as defined in
Treasury Regulation Section 1.409A-1(h), an amount equal to one (1) times his
annual base salary at the time of such termination shall be delayed in order to
comply with Code Section 409A(a)(2)(B)(i), and such payments or benefits shall
be paid or, in the case of continued benefits, shall commence, during the
five-day period commencing on the earlier of:  (i) the expiration of
the six-month period measured from the date of your separation from service, or
(ii) the date of Executive’s death.

     

    10.           Limitation On
Payments.

     

    (a)           In
the event that any payments or other benefits provided for in this Agreement or
otherwise payable or provided to Executive in connection with the termination of
his employment (i) constitute “parachute payments” within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this
Section 10, would be subject to the excise tax imposed by Section 4999 of the
Code (“Excise Tax”) (or
any corresponding provisions of state income tax law), then the total benefits
to Executive from this Agreement that constitute “parachute payments” will not
exceed and will, if necessary, be

     

    
      
        
        

      

      
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    reduced
to the extent necessary so that no portion of the total benefits is subject to
the Excise Tax.  Executive may specify the order in which benefits
will be reduced, but if Executive does not specify the order in which benefits
will be reduced, benefits will be reduced first by amounts payable in a lump sum
(to zero if necessary), then, to the extent necessary by any other
benefits.

     

    (b)           If
requested by Executive or the Company, the Company’s registered public
accounting firm (the “Accounting Firm”) will
determine whether any benefit is a “parachute payment”.  The
Accounting Firm’s determination will be conclusive and binding upon Executive
and the Company for all purposes. For purposes of calculating whether any of the
benefits constitute a “parachute payment”, the Accounting Firm may use
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. The Company and Executive will furnish to
the Accounting Firm such information and documents as the Accounting Firm may
reasonably request.  The costs of obtaining the Accounting Firm’s
determination will be borne by the Company.

     

    (c)           Any
reduction in the total amount of benefits as a result of this Section 10 will
not limit or otherwise affect any rights of Executive to any benefit or other
right arising other than pursuant to this Agreement.

     

    11.           Confidential Information;
Inventions.  Executive has previously executed the Secrecy
Agreement attached hereto as Exhibit
A.  Executive agrees that the Secrecy Agreement shall remain in
full force in accordance with its terms.

     

    12.           Assignment.  This
Agreement will be binding upon and inure to the benefit of (a) the heirs,
executors and legal representatives of Executive upon Executive’s death and (b)
any successor of the Company.  Any such successor of the Company will
be deemed substituted for the Company under the terms of this Agreement for all
purposes.  For this purpose, “successor” means any person,
firm, corporation or other business entity which at any time, whether by
purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company.  None of
the rights of Executive to receive any form of compensation payable pursuant to
this Agreement may be assigned or transferred except by will or the laws of
descent and distribution.  Any other attempted assignment, transfer,
conveyance or other disposition of Executive’s right to compensation or other
benefits will be null and void.

     

    13.           Notices.  All
notices, requests, demands and other communications called for hereunder will be
in writing and will be deemed given (i) on the date of delivery if delivered
personally, (ii) one (1) day after being sent by a well established commercial
overnight service, or (iii) four (4) days after being mailed by registered or
certified mail, return receipt requested, prepaid and addressed to the parties
or their successors at the following addresses, or at such other addresses as
the parties may later designate in writing:

     

    If to the
Company:

     

    BioSpecifics
Technologies, Inc.

    Attn: Chairman,
Compensation Committee of the Board of Directors

    35 Wilbur
Street

    Lynbrook,
NY 11563

     

    
      
        
        

      

      
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    with a
copy to:

    


    Carl
Valenstein, Esq.

    Thelen
Reid Brown Raysman & Steiner LLP

    701
Eighth Street, NW

    Washington,
DC  20001-3721

    Facsimile:
(202) 654-1836

    


    with a
copy to:

    


    Neil M.
Kaufman

    Davidoff
Malito & Hutcher LLP

    200
Garden City Plaza

    Suite
315

    Garden
City, New York  11530

    Facsimile:  (516)
248-6422

     

    If to
Executive:

     

    at the
last residential address known by the Company.

     

    14.           Severability.  If
any provision hereof shall, for any reason, be held to be invalid or
unenforceable in any respect, such invalidity or unenforceability shall not
affect any other provision hereof, and this Agreement shall be construed as if
such invalid or unenforceable provision had not been included herein. If any
provision hereof shall for any reason be held by a court to be excessively broad
as to duration, geographical scope, activity or subject matter, it shall be
construed by limiting and reducing it to make it enforceable to the extent
compatible with applicable law as then in effect.

     

    15.           Arbitration.

     

    (a)           General.  In
consideration of Executive’s service to the Company, its promise to arbitrate
all employment related disputes and Executive’s receipt of the compensation, pay
raises and other benefits paid to Executive by the Company, at present and in
the future, Executive agrees that any and all controversies, claims, or disputes
with anyone (including the Company and any employee, officer, director,
shareholder or benefit plan of the Company in their capacity as such or
otherwise) arising out of, relating to, or resulting from Executive’s service to
the Company under this Agreement or otherwise or the termination of Executive’s
service with the Company, including any breach of this Agreement, will be
subject to binding arbitration in accordance with the American Arbitration
Association’s (“AAA”)
National Rules for the Resolution of Employment Disputes (the “Rules”) and pursuant to New
York law.  Disputes which Executive agrees to arbitrate, and thereby
agrees to waive any right to a trial by jury, include any statutory claims under
state or federal law, including, but not limited to, claims under Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990,
the Age Discrimination in Employment Act of 1967, the Older Workers Benefit
Protection Act, or any similar New York laws, claims of harassment,
discrimination or wrongful termination and

     

    
      
        
        

      

      
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    any
statutory claims.  Executive further understands that this agreement
to arbitrate also applies to any disputes that the Company may have with
Executive.

     

    (b)           Procedure.  Executive
agrees that any arbitration will be administered by the AAA and that a single neutral
arbitrator will be selected in a manner consistent with the
Rules.  The arbitration proceedings will allow for discovery according
to the rules set forth in the Rules.  Executive agrees that the
arbitrator will have the power to decide any motions brought by any party to the
arbitration, including motions for summary judgment and/or adjudication and
motions to dismiss and demurrers, prior to any arbitration
hearing.  Executive agrees that the arbitrator will issue a written
decision on the merits.  Executive also agrees that the arbitrator
will have the power to award any remedies, including attorneys’ fees and costs,
available under applicable law.  The prevailing party shall be
entitled to recover reasonable costs and attorneys’ fees.

     

    (c)           Remedy.  Except
as provided below in Section 15(d), arbitration will be the sole, exclusive and
final remedy for any dispute between Executive and the
Company.  Accordingly, except as provided below, neither Executive nor
the Company will be permitted to pursue court action regarding claims that are
subject to arbitration.  Subject to Sections 7(b), 8(b) and 8(c) of
this Agreement, the arbitrator will not have the authority to disregard or
refuse to enforce any lawful Company policy, and the arbitrator will not order
or require the Company to adopt a policy not otherwise required by law which the
Company has not adopted.

     

    (d)           Availability of Injunctive
Relief.  Notwithstanding Sections 15(a), (b) and (c), Executive
agrees that any party may also petition a court for injunctive relief where
either party alleges or claims a violation of any of the provisions of this
Agreement or the Secrecy Agreement relating to Executive’s agreement to keep
confidential the Company’s trade secrets and other confidential information, to
not compete with the Company, and to not solicit any of the Company’s employees,
consultants, partners, customers, or vendors.  In the event either
party seeks injunctive relief, the prevailing party will be entitled to recover
reasonable costs and attorneys’ fees.

     

    (e)           Administrative
Relief.  Executive understands that this Agreement does not
prohibit Executive from pursuing an administrative claim with a local, state or
federal administrative body such as the Equal Employment Opportunity Commission,
the New York State Division of Human Rights, any local Commission on Human
Rights or the workers’ compensation board.  This Agreement does,
however, preclude Executive from pursuing court action regarding any such
claim.

     

    (f)           Voluntary Nature of
Agreement.  Executive acknowledges and agrees that Executive is
executing this Agreement voluntarily and without any duress or undue influence
by the Company or anyone else. Executive further acknowledges and agrees that
Executive has carefully read this Agreement and that Executive has asked any
questions needed for Executive to understand the terms, consequences and binding
effect of this Agreement and fully understand it, including that Executive is
waiving Executive’s right to a jury trial.  Finally, Executive agrees
that Executive has been provided an opportunity to seek the advice of an
attorney of Executive’s choice before signing this Agreement.

     

    
      
        
        

      

      
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    16.           Integration.  This
Agreement, together with the Secrecy Agreement and any agreements representing
any outstanding equity awards, represent the entire agreement and understanding
between the parties as to the subject matter herein and supersedes all prior or
contemporaneous agreements whether written or oral (including the Change of
Control Agreement entered into by the parties on June 18, 2007).  No
waiver, alteration, or modification of any of the provisions of this Agreement
will be binding unless in writing that specifically references this Section 16
and signed by duly authorized representatives of the parties
hereto.

     

    17.           Waiver of
Breach.  The waiver of a breach of any term or provision of
this Agreement, which must be in writing, will not operate as or be construed to
be a waiver of any other previous or subsequent breach of this
Agreement.

     

    18.           Headings.  All
captions and section headings used in this Agreement are for convenient
reference only and do not form a part of this Agreement.

     

    19.           Tax
Withholding.  All payments made pursuant to this Agreement will
be subject to withholding of applicable taxes.

     

    20.           Governing
Law.  This Agreement will be governed by the laws of the State
of New York (with the exception of its conflict of laws
provisions).

     

    21.           Acknowledgment.  Executive
acknowledges that he has had the opportunity to discuss this matter with and
obtain advice from his private attorney, has had sufficient time to, and has
carefully read and fully understands all the provisions of this Agreement, and
is knowingly and voluntarily entering into this Agreement.

     

    22.           Counterparts.  This
Agreement may be executed in counterparts, and each counterpart will have the
same force and effect as an original and will constitute an effective, binding
agreement on the part of each of the undersigned.

     

    23.           Indemnification.  The
Company shall indemnify and hold Executive harmless from and against any and all
losses, costs, damages or expenses (including attorneys’ fees) arising out of
any claim or legal action brought against Executive, whether or not ultimately
defensible under the applicable “Business Judgment Rule,” relating in any way to
the services performed by Executive for the Company within the scope of his
duties or authority (whether or not he continues to be an Executive at the time
of incurring any such expenses or liabilities).  Indemnification will
not extend to matters related to Executive’s termination for
Cause.  This indemnification provision is intended by the parties to
be broadly interpreted and to provide for indemnification to the full extent,
but not beyond that, permitted by applicable law.

     

    [REMAINDER
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    IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by their duly authorized officers, as of the day and year first
above written.

     

    
      
        	
                COMPANY:

                 

              
	
                BIOSPECIFICS
      TECHNOLOGIES CORP.

                 

              
	
                By:

              	
                /s/
      Henry Morgan

              
	
                Title:

              	
                Chairman
      of the Compensation Committee

              
	
                 

                 

                EXECUTIVE:

                 

              	 
      
	 	
                /s/
      Thomas L. Wegman

              
	
                 
      

              	
                Thomas
      L. Wegman

              


      

    

     

    
      
        
        

      

      
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    EXHIBIT
A

    


    Secrecy
Agreement

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Annex A

      


      SECRECY
AGREEMENT

      


      This AGREEMENT (this “Agreement”) is made
as of the 11th day of
January, 2007, by and between THOMAS L. WEGMAN (the “Employee”), and
BIOSPECIFICS TECHNOLOGIES CORP., a Delaware Corporation (the “Corporation”).

      


      For and in consideration of the mutual
promises hereinafter contained and in consideration of the Employee’s continued
employment by the Corporation, the parties hereto agree as follows:

      


      1.  The Employee agrees,
during the term of his employment hereunder, to devote his entire time and
attention and to give his best and undivided efforts and service to the business
and interests of the Corporation (and its subsidiaries and affiliates) in such
capacities and in performance of such duties as the Corporation may from time to
time direct, which may include but not be limited to improving, developing
and/or inventing processes, products, assays and analytic methods.

      


      2.  The Employee agrees to
hold as the Corporation's property all memoranda, books, papers, letters,
formulas and other data and information and all copies thereof relating to the
Corporation's business affairs, whether made or developed by him or otherwise
coming into his possession as secret and confidential and on termination of his
employment or on demand of the Corporation at any time to deliver the same to
the Corporation and to keep the Corporation fully informed as to all ideas,
improvements, methods or developments coming to his knowledge or notice or
conceived, discovered or made by the Employee, either in whole or in part,
during the term of his employment by the Corporation and which are or made be of
advantage to it in the conduct of its business.

      


      3.  The Employee agrees that
he will not communicate or divulge to any third party, directly or indirectly,
or assist any other person in communicating or divulging, either during the term
of his employment or at any time thereafter without prior written permission of
the Corporation, any confidential knowledge or information which he acquires
during the course of his employment and relating to the products or the business
of the Corporation (Trade Secrets), unless or until such knowledge or
information shall have become generally accessible to the public without fault
on the Employee's part.

      


      4.  The Employee further
agrees that any and all inventions, discoveries, or improvements which the
Employee makes, conceives, or reduces to practice, either in whole or in part
whether

      


      (1)  during the term of said
employment, or

      


      (2)  within 1 year after
termination of employment, or

       

      
        
           

        

        
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      (3)  which utilizes any of
the Corporation's Trade Secrets,

      


      shall
immediately become the absolute property of the Corporation and shall
immediately be disclosed to the Corporation for its sole use and benefit and the
Employee agrees that at any time, whether during his employment by the
Corporation or after the termination thereof, at the request of the Corporation
to make application for such United States Letters Patent (“Letters Patent”) for
said inventions as the Corporation may consider necessary, desirable or useful
and to sign and execute any and all papers incident to the filing, prosecution
and perfection of said applications and the Letters Patent issued thereon and to
perform such other actions as may be reasonably required to be performed by an
inventor in connection with the filing, prosecution and perfection of Letters
Patent: the Corporation, however, to bear and defray the costs and expense
incident thereto.

      


      5.  The Employee further
agrees to accept as full consideration the sum of one hundred dollars ($100.00)
for the assignment to the Corporation all his rights, title and interest in and
to each such invention, discovery and improvement described in Section 4,
including all patent applications filed thereon and patents issued on such
applications and will give to the Corporation the right to have Letters Patent
issued thereon in its name and the right to apply for and obtain patents on any
such inventions in any and all countries foreign to the United States as the
Corporation may select, and to claim the right of priority under any applicable
International Convention or treaty.

      


      6.  The Employee hereby lists
below all inventions, whether patented or unpatented, and all applications for
patent filed and all patents granted on such inventions, made or conceived by
him either as sole or joint inventor prior to the date of this Agreement in
which he has not assigned his entire interest:
[                 ]

      


      7.  This Agreement shall be
governed, construed and enforced in accordance with the laws of New
York.  No waiver of any breach or default hereunder shall be valid
unless in writing and signed by the party giving such waiver and no such waiver
shall be deemed a waiver of any subsequent breach or default of the same or
similar nature.  Whenever required herein the singular shall include
the plural and the masculine gender shall include the feminine and neuter, and
vice versa, unless the context requires otherwise.

      


      8.  In the event any
provision or portion of this Agreement may be held to be invalid, prohibited or
unenforceable for any reason, unless such provision is narrowed by judicial
construction, this Agreement shall be construed as if such provision has been
more narrowly drawn so as not to be invalid, prohibited or
unenforceable.  If, notwithstanding the foregoing, any provision may
nevertheless be held to be invalid, prohibited or unenforceable for any reason
then, and to that extent only, such provision shall be ineffective without
affecting or invalidating the remaining portion of such provision or the other
provisions of this Agreement.

       

      
        
           

        

        
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      9.  This Agreement which
supercedes all earlier agreements between the Employee and the Corporation, if
any, may not be modified in whole or in part except by agreement in writing,
signed by the parties.  The provisions of this agreement shall inure
to the benefit of and binding upon heirs, personal representatives, successors
and assigns of the respective parties.

       

      
        
           

        

        
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      IN
WITNESS WHEREOF, the Employee has hereunder affixed his hand and seal, and the
Corporation has caused these presents to be executed by its duly authorized
officer on the day and year first above written.

       

      
         

        
          	
                  EMPLOYEE

                   

                  THOMAS L. WEGMAN

                   

                
	
                  /s/
      Thomas L. Wegman

                
	
                  THOMAS
      L. WEGMAN

                


        

      

      
 

      
        	
                CORPORATION:

                 

              
	
                BIOSPECIFICS
      TECHNOLOGIES CORP.

                 

              
	
                By:

              	
                /s/
      Larry Dobroff

              
	
                Name:

              	
                Larry
      Dobroff

              
	 Title:	Chief
      Financial Officer


      

       

      
        
           

        

        
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